[6-K] HSBC HOLDINGS PLC Current Report (Foreign Issuer)

Rhea-AI Filing Summary

HSBC Holdings plc announced continued execution of its share buy-back program announced 31 July 2025. On 15 September 2025 the company purchased and cancelled 2,185,492 ordinary shares on UK trading venues at an average price of US$10.1112 per share and purchased 1,473,200 ordinary shares on the Hong Kong Stock Exchange at an average price of US$106.3980 per share. Since the buy-back began, HSBC has repurchased 119,993,923 ordinary shares for approximately US$1,539.3 million. Following cancellation of the UK-venue repurchases, issued ordinary share capital is 17,292,578,949 shares with voting rights; shares bought on the Hong Kong Stock Exchange are subject to a later cancellation process and will be reflected in a future total voting rights announcement. A full trade breakdown executed by Merrill Lynch on HSBC’s behalf is available via the provided RNS link.

Positive

• Substantial buy-back completed: 119,993,923 ordinary shares repurchased since 31 July 2025 for approximately US$1,539.3m.
• Immediate cancellation of UK repurchases: Issued ordinary share capital reduced to 17,292,578,949 shares, which may increase EPS on a per‑share basis.
• Regulatory-compliant execution: UK purchases executed as on‑Exchange market transactions and Hong Kong purchases treated as on‑market under local rules.
• Detailed trade disclosure available: Full breakdown of individual trades executed by Merrill Lynch published via RNS per MAR requirements.

Negative

• Hong Kong cancellations pending: Shares repurchased on the Hong Kong Stock Exchange take longer to cancel, delaying finalization of total voting rights.
• Cross‑venue price variance: Noticeable average price difference between UK (US$10.1112) and Hong Kong (US$106.3980) executions, reflecting FX/venue effects and potential market timing.

Insights

Financial Analyst

TL;DR: HSBC's ongoing buy-back of ~120m shares for US$1.54bn reduces share count and returns capital to shareholders, which is moderately positive.

The repurchase program, totaling roughly US$1.54bn to date, is sizable relative to typical quarterly buy-backs and reduces diluted share count, which can increase EPS and return capital to shareholders. The immediate cancellation of UK-venue shares crystallizes the reduction to issued share capital of 17,292,578,949 shares, while Hong Kong executions await cancellation processing. Market-pricing differences between venues are evident in the reported average prices. This transaction does not disclose impacts on capital ratios or liquidity; those remain to be confirmed in periodic regulatory filings.

Corporate Governance Expert

TL;DR: The buy-back follows appropriate market and legal procedures, with on‑Exchange purchases in the UK and on‑market treatment in Hong Kong, though HK cancellations lag.

HSBC confirms purchases were implemented as on‑Exchange market transactions in the UK and as on‑market share buy‑backs under Hong Kong rules. The company publishes a full trade breakdown under MAR. Cancellation of UK‑venue purchases is complete and reflected in issued share capital; Hong Kong purchases require additional time to cancel, creating a temporary timing mismatch in reported voting rights. Disclosure appears compliant with relevant UK and Hong Kong listing and companies act requirements.

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a - 16 or 15d - 16 of

the Securities Exchange Act of 1934

For the month of September

HSBC Holdings plc

42nd Floor, 8 Canada Square, London E14 5HQ, England

(Indicate by check mark whether the registrant files or will file annual reports under Transaction in Own Shares cover of Form 20-F or Form 40-F).

Form 20-F X Form 40-F  

HSBC HOLDINGS PLC

15 September 2025

Transaction in own shares

HSBC Holdings plc ("HSBC" or the "Company") announces that it has purchased for cancellation the following number of its ordinary shares of US$0.50 from Merrill Lynch International ("Merrill Lynch") as part of its buy-back announced on 31 July 2025.

UK Venues

Date of purchase:	15 September 2025
Number of ordinary shares of US$0.50 each purchased:	2,185,492
Highest price paid per share:	10.1400
Lowest price paid per share:	10.0840
Volume weighted average price paid per share:	10.1112

All repurchases on the London Stock Exchange, Aquis Exchange, Cboe Europe Limited (through the BXE and CXE order books) and/or Turquoise ("UK Venues") are implemented as "on Exchange" transactions (as such term is defined in the rules of the London Stock Exchange) and as "market purchases" for the purposes of the Companies Act 2006.

Hong Kong Stock Exchange

Date of purchase:	15 September 2025
Number of ordinary shares of US$0.50 each purchased:	1,473,200
Highest price paid per share:	106.7000
Lowest price paid per share:	105.6000
Volume weighted average price paid per share:	106.3980

All repurchases on The Stock Exchange of Hong Kong Limited ("Hong Kong Stock Exchange") are "off market" for the purposes of the Companies Act 2006 but are transactions which occur "on Exchange" for the purposes of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and which constitute an "on-market share buy-back" for the purposes of the Codes on Takeovers and Mergers and Share Buy-backs.

Since the commencement of the buy-back announced on 31 July 2025, the Company has repurchased 119,993,923 ordinary shares for a total consideration of approximately US$1,539.3m.

Following the cancellation of the shares repurchased on the UK Venues, the Company's issued ordinary share capital will consist of 17,292,578,949 ordinary shares with voting rights. There are no ordinary shares held in treasury. Cancellation of the shares repurchased on the Hong Kong Stock Exchange takes longer than those repurchased on the UK Venues and a further announcement of total voting rights will be made once those shares have been cancelled.

The above figure of 17,292,578,949 may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

In accordance with Article 5(1)(b) of the Market Abuse Regulation (EU) No 596/2014 (as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended), a full breakdown of the individual trades made by Merrill Lynch on behalf of the Company is available via the link below.

http://www.rns-pdf.londonstockexchange.com/rns/4072Z_1-2025-9-15.pdf

This announcement will also be available on HSBC's website at www.hsbc.com/sea

Enquiries to:

Lee Davis

Group Governance

shareholderquestions@hsbc.com

+44 (0)20 7991 8888

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

HSBC Holdings plc

By:

Name: Aileen Taylor

Title: Group Company Secretary and Chief Governance Officer

Date: 15 September 2025

FAQ

How many shares has HSBC repurchased under the buy-back announced 31 July 2025?

HSBC has repurchased 119,993,923 ordinary shares since the commencement of the buy-back.

What is the total consideration spent by HSBC on the buy-back so far?

Total consideration for repurchases to date is approximately US$1,539.3 million.

What is HSBC's issued ordinary share capital after the UK cancellations?

Following cancellation of shares repurchased on UK Venues, issued ordinary share capital is 17,292,578,949 ordinary shares with voting rights.

Were the repurchases executed on-exchange or off-market?

Repurchases on UK Venues were executed as on Exchange market purchases; Hong Kong Stock Exchange repurchases are off market under Companies Act terms but treated as on‑market under Hong Kong listing rules.

Where can I find the full breakdown of individual trades?

A full breakdown of individual trades executed by Merrill Lynch is available via the RNS link: http://www.rns-pdf.londonstockexchange.com/rns/4072Z_1-2025-9-15.pdf.